The shareholders' agreement between the HFSF and Thrivest (Bakos, Kaymenakis, Exarchou) was signed for the capital support of the fifth banking pole under formation, through the merger of Attica Bank with Pankcreta Bank. 

The investment in the new credit institution will be made under the specific terms and conditions of the Shareholders' Agreement, will support the implementation of the new bank's business plan, and will cover the additional capital needs arising from the inclusion of non-performing loan portfolios of the two banks in the Hercules III state guarantee scheme.

ATTICA ANNOUNCEMENT

In detail and following recent announcements, Attica Bank (the "Bank") informs the investing public of the following:

The Hellenic Financial Stability Fund ("HFSF") and Thrivest Holding Ltd ("Thrivest" and together the "Shareholders") have written to the Bank to let them know that they have signed a legally binding agreement (the "Shareholders Agreement") about the reorganization of the Bank (the "Merger" of the Bank with Pankritia Bank by Attica Bank) and the further investment of the Shareholders (the "Investment") in the credit institution's share capital that will happen after the "Merger" and is subject to its completion.

The investment in the new credit institution will be made under the specific terms and conditions of the shareholder's agreement, will support the implementation of the business plan of the new bank, and will cover the additional capital needs arising from the inclusion of portfolios of non-performing loans by the two banks in the Hercules III state guarantee scheme.

The main terms of the shareholders' agreement, as notified to the bank, are as follows:

1. The shareholders will provide Attica Bank with a written, binding letter of commitment to cover the capital needs of the credit institution arising after the merger, including those arising from its inclusion in the Hercules III Program.
2. Subject to the merger's completion, the shareholders' investment in the resulting credit institution will be worth €675.10 million, of which the HFSF will pay a maximum of €475.10 million in cash and Thrivest a maximum of €200 million in cash.
3. The investment will be made through a share capital increase in the new credit institution with pre-emptive rights in favour of existing shareholders. In addition, warrants will be issued in favour of the shareholders participating in the share capital increase. The total amount sought to be raised from the issue of new shares and warrants will be up to €735 million.
4. Upon completion of the above actions (share capital increase and issuance of warrants, collectively the "capital increase"), the HFSF is expected to hold a stake in the new credit institution of at least 35%, and Thrivest is expected to hold a stake of between 50% plus one share and 58.5%. Thrivest's shareholding may increase if it chooses, at its discretion, to invest an amount in excess of €200 million.
5. Pending completion of the merger and the capital increase, the composition of the Board of Directors of the bank will not change with respect to the total number of board members or the number of members that each party is entitled to nominate or propose for election.
6. The shareholders have committed to exercising their voting rights held in each credit institution in favour of the implementation of the merger and the capital increase.

The shareholders have also notified the bank that the foregoing commitments to implement the merger and the capital increase are subject to the specific conditions and conditions precedent set forth in the shareholder agreement, including the receipt of all necessary corporate and regulatory approvals.

Following the above, the bank will proceed immediately with the next steps for its inclusion in the Hercules III State Guarantee Scheme and for the merger. Further, it will implement, to the extent it is able and relevant, the individual actions required for the realization of the investment and the capital increase. According to the applicable legislation, the bank will inform the investing public of developments.

THRIVEST ANNOUNCEMENT

In a statement Thrivest Holding of Messrs. Alexandros Exarchos, Yannis Kaymenakis and Dimitris Bakos said that it has today signed a Shareholders' Agreement with the Hellenic Financial Stability Fund (HFSF), initiating the process of restructuring Attica Bank and Pancretan Bank and laying the foundations for the establishment of a new, healthy and growth-oriented Greek Bank, which will serve as the 5th pillar of the Greek banking system.

The signing of this important agreement for the full resolution of the two historic banking institutions is the last step towards the completion of financial stability in the country's banking system, thus contributing to the recovery of the Greek economy.

This is a beneficial agreement for all parties concerned, as it seals the closure of a difficult cycle for Attica Bank and Pagkritia Bank and will have a positive impact on the effort to upgrade the Greek economy and the Greek banking system in general. Moreover, through this agreement, Thrivest becomes the largest private investor in the Greek banking sector.